Articles of Association PDF - Anglo American

253 of the Insolvency Act 1986 in connection with a voluntary arrangement underthat Act;(d)(e)(f)if in England or elsewhere an order shall be made by any court claimingjurisdiction in that behalf on the ground (however formulated) of mental disorderfor his detention or for the appointment of a guardian or for the appointment of areceiver or other person (by whatever name called) to exercise powers with respectto his Property or affairs;if he shall be absent from meetings of the Directors for six months without leaveand the Directors shall resolve that his office be vacated; orif a notice in writing is served upon him, signed by not less than three-quarters ofthe Directors for the time being, to the effect that his office as Director shall onreceipt or deemed receipt of such notice ipso facto be vacated, but so that if heholds an appointment to an executive office which thereby automaticallydetermines such removal shall be deemed an act of the Company and shall haveeffect without prejudice to any claim for damages for breach of any contract ofservice between him and the Company. Such notice may consist of severaldocuments in the like form each signed by one or more Directors.86 Removal of DirectorThe Company may in accordance with and subject to the provisions of the Statutes byOrdinary Resolution of which special notice has been given remove any Director fromoffice (notwithstanding any provision of these Articles or of any agreement between theCompany and such Director, but without prejudice to any claim he may have for damagesfor breach of any such agreement) and elect another person in place of a Director soremoved from office. In default of such election the vacancy arising upon the removal of aDirector from office may be filled as a casual vacancy.87 Meetings of DirectorsMEETINGS AND PROCEEDINGS OF DIRECTORS87.1 Subject to the provisions of these Articles the Directors may meet together for the despatchof business, adjourn and otherwise regulate their proceedings as they think fit. At any timeany Director may, and the Secretary at the request of a Director shall, summon a meetingof the Directors. Notice of a meeting of the Directors shall be deemed to be properly givento a Director if it is given to him personally or by word of mouth or sent in writing or in asimilar way to him at his last known address or facsimile number or any other address orfacsimile number given by him to the Company for this purpose, and each Director shall,on appointment, be taken to have agreed to the giving of notices in any such manner. ADirector absent or intending to be absent from the United Kingdom may request theDirectors that notices of meetings of the Directors shall during his absence be sent inwriting or in a similar way to him at an address or facsimile number given by him to theCompany for this purpose but if no such request is made it shall not be necessary to givenotice of a meeting of Directors to any Director for the time being absent from the UnitedA09099335/0.6/04 Mar 2008 - 28 -